Exhibit 4.16


 





 


Shenzhen
Kewei Robot Technology Co., Limited 


(“Vendor”)


 


and


 


Guardforce
AI Co., Limited


(“Purchaser”)


 







 



 


SALE
AND PURCHASE AGREEMENT


relating
to share capital of


Shenzhen
Keweien Robot Service Co., Limited


and


Guangzhou
Kewei Robot Technology Co., Limited


(the
“Companies”)


 





 



 




     


     


    

 


THIS
AGREEMENT (“AGREEMENT”) is made on the 11st day of March 2022


 


BETWEEN


 


		(1)	Shenzhen
                                            Kewei Robot Technology Co., Limited, a private China company of Room 201, 2/F, Block C,
                                            Zhihui Plaza, Qiaoxiang Road 4068, Shahe Street, Nanshan, Shenzhen, China (or its designated
                                            parties, collectively, the “Vendor”); and



 


		(2)	Guardforce
                                            AI Co., Limited, a private Cayman Islands company of Cricket Square, Hutchins Drive, P.O.
                                            Box 2681, Grand Cayman KY1-1111, Cayman Islands (and its subsidiaries, collectively,
                                            the “Purchaser”); and



 


		(3)	Shenzhen
                                            Keweien Robot Service Co., Limited, a private China company of Xinnengyuan Building AB-7A706,
                                            Nanhai Avenue 2239, Nanguang Community, Nanshan Street, Nanshan, Shenzhen, China, and
                                            Guangzhou Kewei Robot Technology Co., Limited, a China company of Room 2202, Xingang Dong
                                            Road 1068, Haizhu, Guangzhou, China (collectively, the “Companies”).



 


WHEREAS:-


 


		(A)	As
                                            of the date of this Agreement, each company of the Companies has a subscribed share capital
                                            of RMB¥3,000,000 and RMB¥2,000,000, respectively (collectively, the “Shares”).



 


		(B)	The
                                            Vendor legally holds, directly or indirectly, 100% of the subscribed share capital of the
                                            Companies. The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to purchase
                                            100% of the subscribed share capital of the Companies (the “Sale Shares”).



 


		(C)	The
                                            Vendor is the registered and beneficial owner of the Sale Shares.



 


		(D)	The
                                            parties hereto agree to sign this Agreement on the terms and conditions hereinafter appearing.



 


NOW
IT IS HEREBY AGREED as follows:-


 






    -1-


     


    

 





		1.	DEFINITIONS


 





		1.1	In
                                            this Agreement hereto unless otherwise expressed or required by context, the following expressions
                                            shall have the respective meanings set opposite thereto, as follows:-


 


	 	Expression	Meaning
	 	 	 
	 	“Business
    Day”	Any day
    other than a Saturday, Sunday or public holiday on which The Hongkong and Shanghai Banking Corporation Limited is open for business
    in Hong Kong.
	 	 	 
	 	“Companies”	Shenzhen
    Keweien Robot Service Co., Limited and Guangzhou Kewei Robot Technology Co., Limited, whose particulars are set out in Schedule 1.
	 	 	 
	 	“Completion”	Completion
    of the sale and purchase of the Sale Shares which is to be effected on the Completion Date.
	 	 	 
	 	“Completion
    Date”	The
    consummation of this transaction (the “Completion”) will take place by the reciprocal delivery of closing documents by
    electronic mail, regular mail or any other means mutually agreed upon by the Purchaser and the Vendor hereto on a date on which the
    last of the conditions to closing contained in Article 4  is satisfied or waived in accordance with this Agreement or any
    other date as the Purchaser and the Vendor may mutually determine (the date on which the Closing actually occurs is referred to as
    the “Completion Date”).
	 	 	 
	 	“HK$”	Hong Kong Dollars.



 


	 	“RMB¥”	RenMinBi Yuan.
	 	 	 
	 	“US$”	United States Dollars.
	 	 	 
	 	“Hong Kong”	The Hong Kong Special Administrative
    Region.
	 	 	 
	 	“China”	The People’s Republic
    of China.
	 	 	 
	 	“Consideration Shares”	Restricted ordinary shares
    of Guardforce AI Co., Limited that have a value of nine million US Dollars (US$9,000,000). 
	 	 	 
	 	“Purchase
    Price”	US$10,000,000,
    to be paid by (i) cash in an amount of 10% of the Purchase Price and (ii) Consideration Shares in an amount of value of 90% of the
    Purchase Price.
	 	 	 
	 	“Sale Shares”	100% of the subscribed
    share capital of the Companies beneficially owned by the Vendor. 
	 	 	 
	 	“Shares”	100% shares of the subscribed
    share capital of the Companies.
	 	 	 
	 	“Warranties”	The warranties,
    representations, and undertakings given by the Vendor to the Purchaser hereunder.
	 	 	 
	 	“Kewei
    Intelligent 

    Cloud Platform”	A
    self-developed and online platform created by  the Vendor, to be used to operate and manage service robot products. 



 




    -2-


     


    

 


		2.	SALE
                                            AND PURCHASE OF SHARE



 


		2.1	Subject
                                            to the terms and conditions of this Agreement, the Vendor as beneficial owner hereby agrees
                                            to sell and the Purchaser hereby agrees to purchase at the Purchase Price the Sale Shares
                                            free from any and all options, liens, charges and encumbrances or third-party rights of whatsoever
                                            nature.



 


		2.2	Subject
                                            to the terms and conditions of this Agreement, it is agreed that the Purchase Price is to
                                            be paid by (i) cash in an amount of 10% of the Purchase Price and (ii) Consideration Shares
                                            in an amount of value of 90% of the Purchase Price. Guardforce AI Co., Limited is presently
                                            listed on the US Nasdaq Markets under the symbol “GFAI”. For purposes of this
                                            Agreement, each share of Guardforce AI Co., Limited is valued at US$4.20.



 


		3.	CONDUCT
                                            OF BUSINESS



 


		3.1	Between
                                            the date hereof and until the Completion Date, the Companies shall (and the Vendor shall
                                            cause the Companies to):



 


		(a)	operate
the Vendor’s and the Companies’ business in the ordinary course of business; and
	 	 	 
		(b)	maintain
all properties of the Vendor and the Companies in good working order; and
	 	 	 
		(c)	maintain
the Vendor’s and the Companies’ business and employees, customers, assets and operations as an ongoing concern.



 


		4.	COMPLETION



 


		4.1	The
                                            Completion shall take place on the Completion Date when:



 


		(a)	the
                                            Vendor shall cause a meeting of its board of director(s) and/or shareholder(s) to give effect
                                            to the entry into and performance of this Agreement, to approve the Sale Shares to be transferred
                                            to the Purchaser and/or its designated parties and to approve the amendment of each of the
                                            Companies’ Memorandum and Articles of Association with respect to the shareholding
                                            details; and



 




    -3-


     


    

 


		(b)	the
                                            Purchaser shall cause a meeting of its board of director(s) to give effect to the entry into
                                            and performance of this Agreement; and



 


		(c)	the
                                            Purchaser shall deliver the payment of the Purchase Price, including cash and Consideration
                                            Shares as mentioned above, to the Vendor’s designated account(s), the Vendor shall
                                            separately issue written document(s) to the Purchaser to designate or adjust the account(s)
                                            for receiving the aforesaid payment; and



 


		(d)	the
                                            Vendor and the Purchaser shall complete share transfer registration recognized by the China
                                            governments or authorities.



 


		5.	REPRESENTATIONS,
                                            WARRANTIES AND UNDERTAKINGS



 


		5.1	The
                                            Vendor hereby represents and warrants to and undertakes with the Purchaser that save as disclosed
                                            herein each of the Warranties set out in Schedule 2 as at the date hereof and shall be for
                                            all times up to and including the Completion Date are true and correct in all respects.



 


		5.2	The
                                            Vendor shall on demand indemnify the Purchaser against any loss, damage, cost or expense
                                            suffered or incurred by the Purchaser or the Companies arising directly or indirectly from
                                            the breach of any of the Warranties or any other terms of this Agreement.



 


	5.3	(a)	The
                                            Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the
                                            Vendor’s Warranties.



 


		(b)	Each
                                            of the warranties shall constitute a separate and independent warranty, and the Purchaser
                                            shall have a separate claim and right of action in respect of every breach of any of the
                                            Warranties.



 


		(c)	The
                                            Vendor’s Warranties shall survive Completion.



 


		5.4	The
                                            Vendor agrees that the Purchaser, prior to Completion, shall have the right to appoint certain
                                            employees to the Companies to participate in the business operation, exact arrangement to
                                            be agreed.



 


		5.5	The
                                            Vendor agrees to deliver to the Purchaser necessary documents as followed, including, but
                                            not limited to, corporate seals of the Companies, original Certificates of Business of each
                                            of the Companies, original Memorandum and Articles of Association of each of the Companies
                                            and Audit Reports of each of the Companies for the financial year as of December 31, 2021;



 




    -4-


     


    

 


		5.6	The
                                            Vendor and the Purchaser agree that in the event that the Companies needs to raise further
                                            working capital after Completion, the Purchaser, subject to a mutually agreed business plan,
                                            agrees to provide further working capital to the Companies in the form of shareholder’s
                                            loan, which shall be interest-bearing at a rate to be determined. 



 


		5.7	The
                                            Vendor and the Purchaser agree that the Purchaser shall have the right to add more warranty
                                            clauses (by way of supplemental agreement or side letter) after completing the due diligence
                                            review before Completion.



 


		5.8	The
                                            Vendor shall provide the Kewei Intelligent Cloud Platform for the Purchaser’s use for
                                            free, however, the Purchaser shall bear its own cost related to the server, and both the
                                            Vendor and Purchaser reserve the rights to further negotiate and adjust this provision from
                                            time to time.



 


		6.	SEVERABILITY



 


		6.1	If
                                            at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable
                                            or incapable of performance in any respect, the validity, legality, enforceability or performance
                                            of the remaining provisions hereof shall not thereby in any way be affected or impaired.



 


		7.	ENTIRE
                                            AGREEMENT



 


		7.1	This
                                            Agreement constitutes the entire agreement and understanding between the parties hereto in
                                            connection with the sale and purchase of the Shares under this Agreement and supersedes all
                                            previous proposals, representations, understanding, warranties, agreements or undertakings
                                            relating thereto whether oral, written or otherwise.



 


		8.	NOTICES



 


		8.1	All
                                            notices, requests, reports and other communications permitted or required to be given under
                                            this Agreement shall be deemed validly served by written notices via mails or electronic
                                            mails.



 


		9.	COSTS
                                            AND EXPENSES



 


		9.1	The
                                            parties hereto shall bear their own legal and professional fees, stamp duties, costs and
                                            expenses in the preparation and completion of this Agreement, and any other documents in
                                            relation thereto and in connection with the sale and purchase herein.



 


		10.	INTELLECTUAL
                                            PROPERTY RIGHTS



 


		10.1	The
                                            Vendor agrees that the Purchaser shall have rights to use the intellectual property rights
                                            registered under the Companies’ names, if any, including, but not limited to, any trademarks,
                                            copyrights and patents.



 


		11.	GOVERNING
                                            LAW AND DISPUTE RESOLUTION



 


		11.1	This
                                            Agreement shall be governed by and construed in accordance with the laws of Hong Kong. All
                                            disputes arising from or in connection with this Agreement shall be under the jurisdiction
                                            of Hong Kong courts.



 


		12.	MISCELLANEOUS



 


		12.1	This
                                            Agreement is drafted in English and Chinese, if any ambiguity arises, the Chinese version
                                            shall prevail.



 


(Signature
page to follow)


 



    -5-


     


    

 


AS
WITNESS whereof the parties hereto have signed this Agreement on the date set forth on the first page of this Agreement.


 


	Vendor:	 
	 	 	 
	Shenzhen
    Kewei Robot Technology Co., Limited	 
	 	 	 
	By:	/s/
    Jingyi Tu	 
	Name:
    	Jingyi
    Tu	 
	Title:	CEO	 
	 	 	 
	Purchaser:	 
	 	 	 
	Guardforce
    AI Co., Limited	 
	 	 
	By:	/s/
    Lei Wang	 
	Name:	Lei
    Wang	 
	Title:	CEO	 
	 	 	 
	Companies:	 
	 	 	 
	Shenzhen
    Keweien Robot Service Co., Limited	 
	 	 	 
	By:	/s/
    Jingyi Tu	 
	Name: 	Jingyi
    Tu	 
	Title:	Authorized
    Representative	 
	 	 	 
	Guangzhou
    Kewei Robot Technology Co., Limited	 
	 	 	 
	By:	/s/
    Jingyi Tu	 
	Name: 	Jingyi
    Tu  	 
	Title:	Authorized
    Representative	 


 






    -6-


     


    

 


SCHEDULE
1


 


PARTICULARS
OF THE COMPANIES


 


Shenzhen
Keweien Robot Service Co., Limited

 


	(1)	Companies
    Name	:	Shenzhen
    Keweien Robot Service Co., Limited
	 	 	 	 
	(2)	Companies
    No.	:	91440300MA5FLJ9J9M
	 	 	 	 
	(3)	Place
    of Incorporation	:	Shenzhen,
    China
	 	 	 	 
	(4)	Date
    of Incorporation	:	May
    9, 2019
	 	 	 	 
	(5)	Registered
    Address	:	Xinnengyuan
    Building AB-7A706, Nanhai Avenue 2239, Nanguang Community, Nanshan Street, Nanshan, Shenzhen, China
	 	 	 	 
	(6)	Subscribed
    Capital	:	RMB¥3,000,000
	 	 	 	 
	(7)	Shareholder	:	Shenzhen
    Kewei Robot Technology Co., Limited holds 100% subscribed capital
	 	 	 	 
	(8)	Legal
    Representative	:	Lin
    Jia
	 	 	 	 
	Guangzhou
    Kewei Robot Technology Co., Limited
	 	 	 	 
	(1)	Companies
    Name	:	Guangzhou
    Kewei Robot Technology Co., Limited
	 	 	 	 
	(2)	Companies
    No.	:	91440101MA9UKAJU3R
	 	 		 
	(3)	Place
    of Incorporation	:	Guangzhou,
    China
	 	 		 
	(4)	Date
    of Incorporation	:	May
    7, 2020
	 	 	 	 
	(5)	Registered
    Address	:	Room
    2202, Xingang Dong Road 1068, Haizhu, Guangzhou, China
	 	 		 
	(6)	Subscribed
    Capital	:	RMB¥2,000,000
	 	 	 	 
	(7)	Shareholder	:	Shenzhen
    Kewei Robot Technology Co., Limited holds 100% subscribed capital of Shenzhen Keweien Robot Service Co., Limited, and Shenzhen Keweien
    Robot Service Co., Limited holds 100% subscribed capital of Guangzhou Kewei Robot Technology Co., Limited
	 	 	 	 
	(8)	Legal
    representative	:	Lin
    Jia


 




    -7-


     


    

 


SCHEDULE
2


 


 WARRANTIES




 


The
Vendor hereby represents and warrants to the Purchaser that all representations and statements set out in this Schedule 2 or otherwise
contained in this Agreement are and will be true and accurate as at the date hereof and as of the date of Completion with reference to
the facts and circumstances subsisting at such time.


 


		1.	General



 


		1.1	The
                                            Vendor has full power and authority, and has obtained all necessary consents and approvals,
                                            to enter into this Agreement and to exercise his rights and perform his obligations hereunder.



 


		1.2	The
                                            execution, delivery and performance of this Agreement by the Vendor does not and shall not
                                            violate in any respect any provision of:



 


		(a)	any
                                            law or regulation or any order or decree of any governmental authority, agency or court of
                                            China;



 


		(b)	the
                                            laws and documents incorporating and constituting the Vendor; or



 


		(c)	any
                                            agreement or other undertaking to which the Vendor or the Companies is a party or which is
                                            binding upon it or any of its assets.



 


		1.3	All
                                            information given by or on behalf of the Vendor or the Companies to the Purchaser or any
                                            of their representatives was when given and is at the date of this Agreement true, complete
                                            and accurate in all respects.



 


		2.	Shares



 


		2.1	The
                                            Sale Shares represent 100% of the subscribed share capital of the Companies.



 


		2.2	The
                                            Sale Shares are legally and beneficially owned by the Vendor free from all liens, claims,
                                            equities, charges, encumbrances or third-party rights of whatsoever nature.



 


		2.3	There
                                            is no option, right to acquire, mortgage, charge, pledge, lien or other form of security
                                            or encumbrance on, over or affecting the Sale Shares or any part of the subscribed share
                                            capital of the Companies.



 


		3.	Compliance
                                            with Laws



 


		3.1	The
                                            Companies have been and remain validly incorporated or established in accordance with all
                                            applicable laws and regulations of China and have not committed any criminal, illegal or
                                            unlawful act.



 




    -8-


     


    

 


		3.2	All
                                            shares, debentures or other securities issued or allotted by the Companies have been and
                                            remain validly issued or allotted.



 


		4.	Taxation



 


		4.1	The
                                            Companies have complied with all other relevant legal requirements relating to registration
                                            or notification for Taxation purposes.



 


		5.	Litigation



 


		5.1	Neither
                                            of the Companies is a party to any litigation, arbitration, prosecution, dispute, investigation
                                            or to any other legal or contractual proceeding (together “Proceedings”).



 


		5.2	No
                                            Proceedings are threatened or pending either by or against either of the Companies or against
                                            any person for whose acts or defaults the one of both of the Companies may be vicariously
                                            liable.



 


		6.	Business
                                            Operation prior to Completion



 


Each
of the Companies has carried on its business in the ordinary course so as to maintain the same as a going concern.


 


		7.	Contracts
                                            and Commitments 



 


		7.1	Neither
                                            of the Companies is in breach of any deed, agreement, contract or undertaking to which it
                                            is a party, nor does it have any outstanding actual or contingent liability in respect of
                                            any previous deeds, agreements or undertakings to which it has been a party.



 


		8.	Solvency



 


		8.1	Each
                                            of the Companies is solvent and able to pay its debts as they fall due and has assets of
                                            greater value than its liabilities.



 


		8.2	No
                                            order has been made or petition presented or resolution passed for the winding up of either
                                            of the Companies, nor has any distress, execution or other process been levied against either
                                            of the Companies or action taken to repossess goods in the possession of either of the Companies.



 


		9.	Confidential
                                            Information



 


		9.1	Neither
                                            of the Companies is aware of any misuse of confidential information belonging to a third
                                            party.



 


		9.2	There
                                            has not been any disclosure of Companies’ confidential information to any third party.



 


 




-9-